The Company Partnership Agreement is a crucial legal document used when two or more parties wish to establish a formal business partnership under Swiss law. It is particularly relevant for businesses seeking to combine resources, expertise, and capital while operating under the partnership structure defined in the Swiss Code of Obligations. This agreement is essential for both new partnerships and the formalization of existing business relationships, providing comprehensive coverage of partnership governance, financial arrangements, and operational procedures. It helps prevent future disputes by clearly defining partner roles, responsibilities, and rights, while ensuring compliance with Swiss regulatory requirements. The document is especially important for international partnerships, as it must align with both Swiss federal law and any applicable cantonal regulations.
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1. Parties: Identification and details of all partners entering the agreement
2. Background: Context of the partnership formation and partners' intentions
3. Definitions: Definitions of key terms used throughout the agreement
4. Partnership Formation: Declaration of partnership formation, name, and registered office
5. Purpose and Business Scope: Detailed description of partnership's business activities and objectives
6. Capital Contributions: Details of initial and ongoing capital contributions from each partner
7. Profit and Loss Sharing: Framework for distribution of profits and allocation of losses
8. Management and Decision Making: Partnership governance structure and decision-making processes
9. Partners' Rights and Obligations: Core rights and duties of all partners
10. Financial Management: Provisions for accounting, banking, and financial reporting
11. Transfer of Partnership Interests: Rules governing the transfer of partnership shares
12. Addition and Withdrawal of Partners: Procedures for admitting new partners and handling partner exits
13. Termination: Circumstances and procedures for partnership termination
14. Dispute Resolution: Procedures for resolving conflicts between partners
15. Governing Law: Confirmation of Swiss law application and jurisdiction
1. Intellectual Property Rights: Provisions for IP ownership and licensing when the partnership involves significant IP assets
2. Non-Competition and Confidentiality: Restrictions on partners' competitive activities and handling of confidential information
3. Employment of Partners: Terms for partners' employment in the business when partners take active operational roles
4. Insurance: Requirements for business insurance coverage when specific risks need to be addressed
5. External Financing: Provisions for obtaining and managing external funding when anticipated
6. Branch Offices: Rules for establishing and managing branch offices when geographic expansion is planned
7. Special Voting Rights: Special provisions for voting rights when partners have unequal management control
8. Succession Planning: Procedures for handling partner death or incapacity when long-term continuity is important
1. Schedule 1: Initial Capital Contributions: Detailed breakdown of each partner's initial capital contributions, including valuations of non-cash assets
2. Schedule 2: Partner Contact Information: Complete contact details and official addresses of all partners
3. Schedule 3: Business Plan: Initial business plan and financial projections
4. Schedule 4: Partnership Premises: Details of business premises and any associated lease agreements
5. Schedule 5: Distribution of Profits and Losses: Detailed methodology for calculating and distributing profits and losses
6. Schedule 6: Management Responsibilities: Specific roles and responsibilities of managing partners
7. Appendix A: Banking Arrangements: Details of partnership bank accounts and authorized signatories
8. Appendix B: Accounting Policies: Agreed accounting principles and procedures
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